Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing fee is calculated and state how it was
determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

¨

Fee paid previously with preliminary materials.

¨

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)

Amount Previously Paid:

2)

Form, Schedule or Registration Statement No.:

3)

Filing Party:

4)

Date Filed:

NGP CAPITAL RESOURCES COMPANY

1221 McKinney Street, Suite 2975

Houston, Texas 77010

(713) 752-0062

April 16, 2008

Dear Stockholder:

You are cordially invited to attend the 2008 Annual Meeting of Stockholders of NGP Capital Resources Company to be held on Wednesday, May 14, 2008 at 10:30 a.m., local time, at The Coronado Club, The Houston
Room, 919 Milam, 5th Floor, Houston, Texas 77002.

The notice of annual meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting. At the meeting, you will be asked to elect one Class I director to our Board
of Directors and to consider such other business as may properly come before the annual meeting. I will also report on our progress during the past year and respond to stockholders questions.

It is important that your shares be represented at the annual meeting. If you are unable to attend the meeting in person, I urge you to complete, date
and sign the enclosed proxy card or voting instruction card and promptly return it in the enclosed pre-paid envelope. Even if you plan to attend the annual meeting, we recommend that you vote your shares in advance as described above so that your
vote will be counted if you later decide not to attend the annual meeting. Your vote and participation in our governance is very important to us.

(1) To elect one Class I director to hold office until the 2011 annual meeting of stockholders.

(2) To transact such other business as may properly come before the annual meeting.

RECORD DATE

The Board of Directors has fixed the close of business on March 17, 2008 as the record date for the determination of stockholders entitled to notice of and to vote at this annual meeting and any
postponements or adjournments of the meeting.

VOTING BY PROXY

Please submit a proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You may submit your proxy by mail. For specific instructions,
please refer to the Proxy Statement on page 1 and the instructions on the proxy card.

By order of the Board of Directors,

STEPHEN K. GARDNER

Corporate Secretary

April 16, 2008

Houston, Texas

This proxy statement and accompanying proxy card are being distributed on or about April 16, 2008.

NGP CAPITAL RESOURCES COMPANY

1221 McKinney Street, Suite 2975

Houston, Texas 77010

PROXY STATEMENT

This proxy statement contains information relating to the annual meeting of NGP Capital Resources Company (we, us or our) to be held on Wednesday, May 14, 2008 beginning at
10:30 a.m., local time, at The Coronado Club, The Houston Room, 919 Milam, 5th Floor, Houston, Texas 77002, and at any postponements or adjournments
thereof, and is furnished in connection with the solicitation of proxies by the Board of Directors to be voted at the annual meeting. This proxy statement and accompanying proxy card are first being mailed to stockholders on or about April 16,
2008.

We encourage you to vote your shares, either by voting in person at the meeting or by granting a proxy (i.e., authorizing someone to
vote your shares). If you properly sign and date the accompanying proxy card, and we receive it in time for voting at the meeting, the persons named as proxies will vote your shares in the manner that you specify. If you give no instructions on
the proxy card, the shares covered by the proxy card will be voted FOR the election of the nominee as director and in the discretion of the persons named as proxies in connection with any other matter which may properly come before the meeting or
any postponement or adjournment thereof.

You may change your proxy instructions at any time prior to the vote at the annual meeting.
You may accomplish this by submitting a properly executed, later-dated proxy, (which automatically revokes the earlier proxy instructions) or by attending the annual meeting and voting in person. Attendance at the annual meeting will not cause your
previously granted proxy to be revoked unless you specifically so request.

Shares held directly in your name as the stockholder of record
may be voted in person at the annual meeting. If you choose to do so, please bring the enclosed proxy card and proof of identification. Shares held beneficially in street name (that is, through a broker, bank, or other nominee) may be voted in
person by you only if with respect to those shares, you obtain a signed proxy from the record holder (your broker, bank or other nominee is considered the stockholder of record) giving you the right to vote the shares. In addition, you will need to
bring a copy of a brokerage statement reflecting your stock ownership as of the record date.

If you receive more than one proxy or voting
instruction card, it means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive. We will announce preliminary voting results at the annual
meeting and publish the final results in our quarterly report on Form 10-Q for the quarter ended June 30, 2008.

Cameras, recording
devices, and other electronic devices will not be permitted at the meeting. Each stockholder may be asked to present valid identification.

Purpose of
Meeting

At our annual meeting, stockholders will be asked to vote upon the election of one Class I director to serve until the 2011
annual meeting of stockholders and such other business which may properly come before the meeting or any postponement or adjournment thereof. In addition, our management will report on our performance during 2007 and respond to questions from
stockholders.

Voting Securities

Only
stockholders of record at the close of business on March 17, 2008, the record date for the meeting, are entitled to receive notice of and to participate in the annual meeting. If you were a stockholder of record on that

1

date, you will be entitled to vote all of the shares that you held on that date at the meeting or any postponements or adjournments thereof. There were
17,500,332 shares of our common stock outstanding on the Record Date. Each share of the common stock is entitled to one vote.

Quorum Required

A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, in person or by proxy, of the
holders of a majority of the shares of stock outstanding on the Record Date will constitute a quorum. Shares held by a broker or other nominee for which the nominee has not received voting instructions from the record holder and does not have
discretionary authority to vote the shares on certain proposals (which are considered broker non-votes with respect to such proposals) will be treated as shares present for quorum purposes.

Vote Required

Election of Directors. The
election of a director requires the vote of a majority of the shares of stock outstanding. Stockholders may not cumulate their votes. If you vote Withhold Authority with respect to a nominee, your shares will not be voted with respect to
the person indicated. Because directors are elected by a majority of the votes, votes to withhold authority and broker non-votes will have the effect of a vote against a nominee.

Other Items. For each other item, the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled
to vote on the item will be required for approval. A properly executed proxy marked Abstain with respect to any such matter will not be voted in favor of or against such matter, although it will be counted as voted for purposes of
determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote.

Additional Solicitation.
If there are not enough votes to approve the proposal at the meeting, the stockholders who are represented in person or by proxy may adjourn the meeting to permit the further solicitation of proxies. The persons named as proxies will vote proxies
held by them for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.

A stockholder vote may be taken on one of the proposals in this Proxy Statement prior to any such adjournment if there are sufficient votes for approval of such proposal.

Information Regarding This Solicitation

The proxies
being solicited hereby are being solicited by our Board of Directors. The cost of soliciting proxies in the enclosed form will be paid by us. Our officers and regular employees and NGP Investment Advisor, LP, our manager, and NGP Administration,
LLC, our administrators, may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, telex, facsimile, or electronic means. Copies of solicitation material will
be furnished to brokerage houses, fiduciaries and custodians to forward to beneficial owners of stock held in the name of such nominees. We will, upon request, reimburse brokerage firms and others for their responsible expenses in forwarding
solicitation material to the beneficial owners of stock.

Security Ownership of Certain Beneficial Owners and Management

As of the Record Date, to our knowledge, there were no persons that owned 25% or more of the outstanding voting securities, and no person would be deemed
to control us, as such term is defined in the Investment Company Act of 1940 (the 1940 Act).

2

Our directors are divided into two groupsinterested directors and independent directors. Interested
directors are interested persons of us, as defined in the 1940 Act.

Based on a review of filings with the Securities and
Exchange Commission (SEC), we are aware of the following beneficial owners of more than 5% of the outstanding shares of our common stock: Williams, Jones & Associates, LLC, and Burgundy Asset Management Ltd.

The following table shows the amount of our common stock beneficially owned (unless otherwise indicated) as of March 14, 2008, by (1) any
person known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, (2) each of our directors and nominees for director, (3) our chief executive officer and certain other executive officers and
(4) all directors and executive officers as a group. The number of shares beneficially owned by each entity, person, director, or executive officer is determined under the rules of the SEC and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has the right to
acquire within 60 days of March 14, 2008, through the exercise of any stock option or other right. Unless otherwise indicated, each person has the sole investment and voting power, or shares such powers with his spouse, with respect to the
shares set forth in the table.

The dollar range of the equity securities beneficially owned is calculated by multiplying $16.50, the closing price of the common stock as of March 14, 2008 as reported on the
Nasdaq Global Select Market, by the number of shares.

(6)

Includes only shares of NGP Capital Resources Company. There are no other funds in the family of investment companies.

(7)

The address of Williams, Jones & Associates, LLC is 717 Fifth Avenue, 17th Floor, New York, New York 10022.

Certain shares are held by the Latimer Companies Trust, the holdings of which Mr. Latimer is deemed to beneficially own.

For the period ended December 31, 2007, none of the Independent Directors or their immediate family members owned any shares of the manager or in
any person directly or indirectly controlling, controlled by, or under common control with the manager.

4

PROPOSAL IELECTION OF DIRECTORS

Our restated articles of incorporation provide that we will have five directors, which number may be increased or decreased by the Board pursuant to our
bylaws. There are currently five directors, including three independent directors.

The Board is divided into three classes, which we refer
to as Class I, Class II and Class III directors. The term of our Class I director, Mr. Edward W. Blessing, expires at the 2008 annual meeting of our stockholders, the terms of our Class II directors, Mr. David R. Albin and
Mr. Lon C. Kile, expire at the 2009 annual meeting of our stockholders, and the terms of our Class III directors, Mr. Kenneth A. Hersh and Mr. James R. Latimer, III, expire at the 2010 annual meeting of our
stockholders. At each annual meeting of stockholders, a class of directors is elected for a term expiring at the annual meeting in the third year following the year of election. Each director holds office until his successor is elected and
qualified.

Mr. Edward W. Blessing has been nominated by the Board to stand for reelection at the meeting to hold office until the
2011 annual meeting of our stockholders. In the election of the director, you may vote For the nominee or your vote may be Withheld with respect to the nominee. If you sign your proxy card or broker voting instruction card
with no further instructions, your shares will be voted in accordance with the recommendations of the Board. The nominee has consented to serve if elected. As of the mailing of these proxy materials, the Board knows of no reason why the nominee
would be unable to serve as a director. If, at the time of the annual meeting, the nominee is unable or unwilling to serve as a director, it is intended that the persons named as proxies will vote to elect a substitute nominee designated by the
Board.

The Board unanimously recommends that each stockholder vote FOR the election of Mr. Blessing as a Class I
director. The affirmative vote of the holders of a majority of the shares of stock outstanding and entitled to vote thereon is required to elect a Class I director.

Information about the Nominees and Directors

Certain information with respect to the Class I nominee
for election at the meeting, as well as each of the other directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that
each person holds, and the year in which each person became a director. The nominee for Class I currently serves as a director.

5

Current Board of Directors (1)

Name, Address And Age

Position(s)

Held with

Company

Term of Office

and Length of

Time Served

Principal Occupation(s)

During Past 5 Years

Other

Directorships

Held by Director

or Nominee for

Director
(2)

Independent Directors

Edward W. Blessing

8235 Douglas Ave.,

Suite 1325

Dallas, Texas 75225

Age 71

Director

Term expires 2008; director since 2004

Managing director and founder of Blessing Petroleum Group, LLC, a holding company that develops and finances domestic and international petroleum exploration and development prospects, which he
founded in 1989.

None

Lon C. Kile

808 Huntington Court

Southlake, Texas 76092

Age 52

Director

Term expires 2009; director since 2008

Mr. Kile retired as the Chief Financial Officer of Energy Transfer Company (now Energy Transfer Partners, L.P.) in 2004. Prior to Energy Transfer, he served as Director, President and Chief
Operating Officer of Prize Energy Corp. from 1999  2002.

None

James R. Latimer, III

2602 McKinney,

Suite 400

Dallas, Texas 75204

Age 62

Director

Term expires 2010; director since 2004

Since 1993 he has headed Explore Horizons, Incorporated, a privately-held exploration and production company based in Dallas, Texas.

Enron Creditors Recovery Corp.

and Energy

Partners LTD.

Interested Directors (3)

David R. Albin

100 N. Guadalupe Street

Suite 205

Santa Fe, NM 87501

Age 48

Director

Term expires 2009; director since 2004

A Director of NGP Energy Capital Management, L.L.C. and a Managing Partner of the Natural Gas Partners funds.

No director otherwise serves as a director of an investment company subject to the 1940 Act.

(3)

Director is an interested director (as defined in the 1940 Act). Mr. Albin and Mr. Hersh are deemed to be interested directors by reason of their affiliations
with our manager, NGP Investment Advisor, LP.

6

Meetings of the Board of Directors and Committees

The Board provides overall guidance and supervision with respect to our operations and performs the various duties imposed on the directors of business
development companies by the 1940 Act. Among other things, the Board supervises our management arrangements, the custodial arrangements with respect to portfolio securities, the selection of accountants, fidelity bonding, and transactions with
affiliates. All actions taken by the Board are taken by majority vote unless a higher percentage is required by law or unless the 1940 Act or our restated articles of incorporation or bylaws require that the actions be approved by a majority of the
directors who are not interested persons (as defined in the 1940 Act).

During 2007, the Board met nine times and took action
one time by written consent in lieu of meeting. Each director attended at least 75% of all meetings held by the Board or the committees of the Board on which he served. We have adopted a policy about directors attendance at the annual meeting
of stockholders, which states that we expect our directors to attend the annual meetings of our stockholders.

The Board has four standing
committees: an Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee, and a Valuation Committee. The members of the Board of Directors on the date of this proxy statement and the committees of the Board on which
they serve, are identified below.

Director

AuditCommittee

CompensationCommittee

ValuationCommittee

Nominating andCorporateGovernanceCommittee

David R. Albin

Edward W. Blessing

*

*

*

Kenneth A. Hersh

*

Lon C. Kile

*

*

*

James R. Latimer, III

*

*

*

*

There are no family relationships between any of the nominees or between any of the
nominees and any of our executive officers.

Audit Committee. The functions of the Audit Committee are described below
under the heading Report of the Audit Committee. The charter of the Audit Committee sets forth the responsibilities of the Audit Committee, which include selecting or retaining each year an independent registered public accounting firm
(the auditors) to audit our accounts and records; reviewing and discussing with management and the auditors our annual audited financial statements, including disclosures made in managements discussion and analysis, and
recommending to the Board of Directors whether the audited financial statements should be included in our annual report on Form 10-K; reviewing and discussing with management and the auditors our quarterly financial statements prior to the filings
of our quarterly reports on Form 10-Q; pre-approving the auditors engagement to render audit and/or permissible non-audit services; and evaluating the qualifications, performance and independence of the auditors.

Each member of the Audit Committee is independent within the meaning of SEC regulations and the Nasdaq Global Select Market qualitative listing
requirements and is able to read and understand fundamental financial statements, including the statement of net assets, statement of operations, statement of changes in net assets, and cash flow statement. No member of the Audit Committee has
participated in the preparation of the financial statements at any time during the past three years. Mr. Latimer, the chair of the Committee, is qualified as an audit committee financial expert within the meaning of SEC regulations and the
Board has determined that he has past experience in finance or accounting that results in his financial sophistication within the meaning of the Nasdaq Global Select Market qualitative listing requirements. The charter of the Audit Committee is
available on our website (www.ngpcrc.com). The Audit Committee met five times during 2007.

7

Compensation Committee. The function of the Compensation Committee is to review and approve the
compensation of our investment advisor relative to performance pursuant to an investment advisory agreement dated November 9, 2004, or, if we cease to have a separate investment advisor and directly compensate our executive officers, the
compensation of our Executive Officers relative to performance. The charter of the Compensation Committee is available on our website (www.ngpcrc.com). The Compensation Committee met two times during 2007. All members of the Committee are
independent within the meaning of SEC regulations and the Nasdaq Global Select Market qualitative listing requirements.

Nominating and Corporate Governance Committee.The Nominating and Corporate Governance Committee is responsible for developing and implementing policies and practices relating to corporate governance. The Committee
selects individuals for nomination to the Board of Directors. In addition, the Committee develops and reviews background information on candidates for the Board and makes recommendations to the Board regarding such candidates. The Committee also
prepares and supervises the Boards annual review of director independence. The Committee also reviews and may make recommendations to the Board relating to those issues that pertain to the effectiveness of the Board in carrying out its
responsibilities in governing us and overseeing our management. The charter of the Nominating and Corporate Governance Committee is available on our website (www.ngpcrc.com). The Committee met three times during 2007.

The Nominating and Corporate Governance Committee considers candidates for Board membership suggested by its members and other Board members, as well as
management and stockholders. A stockholder who wishes to recommend a prospective nominee for the Board should notify our Secretary or any member of the Nominating and Corporate Governance Committee in writing in care of NGP Capital Resources
Company, 1221 McKinney Street, Suite 2975, Houston, Texas 77010. To be considered by the Nominating and Corporate Governance Committee, stockholder nominations must be submitted before the fiscal year-end and must be accompanied by a description of
the qualifications of the proposed candidate and a written statement from the proposed candidate that he or she is willing to be nominated and desires to serve if elected. The Committee will also consider whether to nominate any person nominated by
a stockholder pursuant to the provisions of our bylaws relating to stockholder nominations as described in Additional InformationAdvance Notice Procedures, below. Nominees for director who are recommended by stockholders
will be evaluated in the same manner as any other nominee for director.

Once the Nominating and Corporate Governance Committee has
identified a prospective nominee, the Committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Committee with the
recommendation of the prospective candidate, as well as the Committees own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based
primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors considered by the Committee. If the Committee determines, in
consultation with the other Board members as appropriate, that additional consideration is warranted, it may gather additional information about the prospective nominees background and experience. The Chairman of the Committee and the Chairman
of the Board will then interview a qualified candidate. A qualified candidate is then invited to meet the remaining members of the Committee and the other directors. The Committee then determines, based on the background information and information
obtained in interviews, whether to recommend to the Board that a candidate be nominated to the Board.

The Committee believes a prospective
nominee for director should, at a minimum, satisfy the following standards and qualifications and evaluates prospective nominees accordingly:



the ability of the prospective nominee to represent the interests of our stockholders;



the prospective nominees standards of integrity, commitment, and independence of thought and judgment;

8



the prospective nominees ability to dedicate sufficient time, energy, and attention to the diligent performance of his or her duties, including the
prospective nominees service on other public company boards; and



the extent to which the prospective nominee contributes to the range of talent, skill, and expertise appropriate for the Board.

The Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of
management and independent directors, and the need for Audit Committee expertise. After completing this evaluation and interview, the Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the
Board determines the nominees after considering the recommendation and report of the Committee.

All of the members of the Committee are
independent within the meaning of SEC regulations and the Nasdaq Global Select Market qualitative listing requirements. No member of the Committee is an interested person as defined in the 1940 Act.

Valuation Committee. The function of the Valuation Committee is to aid the Board in fair value pricing debt and equity securities that are not
publicly traded or for which current market valuations are not readily available. The Committee met five times during in 2007.

Communications with the
Board

We provide a means for our stockholders to communicate with the Board. Stockholders may address correspondence to the Board as a
whole or individual Board members relating to us via e-mail at investor_relations@ngpcrc.com. Our Secretary will then forward the correspondence to the addressee. Correspondence may also be directed via our address, NGP Capital Resources Company,
1221 McKinney Street, Suite 2975, Houston, Texas 77010. At the direction of the Board, all mail received will be opened and screened for security purposes. The mail will then be logged in. All mail, other than trivial or obscene items, will be
forwarded to the attention of the addressee. Trivial items will be delivered to the directors at the next scheduled Board meeting. Mail addressed to a particular director will be forwarded or delivered to that director. Mail addressed to
Outside Directors, Independent Directors, or Non-Management Directors will be forwarded or delivered to the Independent Directors. Mail addressed to the Board of Directors will be forwarded or
delivered to the Chairman of the Board. Concerns relating to accounting, internal controls, or auditing matters are handled in accordance with procedures established by the Audit Committee with respect to such matters.

Corporate Governance

We are a Maryland corporation
subject to the provisions of the Maryland General Corporation Law. Our day-to-day operations and requirements as to the place and time, conduct, and voting, at a meeting of stockholders are governed by our restated articles of incorporation and
bylaws, the provisions of the Maryland General Corporation Law, and the provisions of the 1940 Act. A copy of the restated articles of incorporation and bylaws, corporate governance guidelines, and the charters of the Audit, Compensation, and
Nominating and Corporate Governance Committees may be obtained by writing to the Corporate Secretary, 1221 McKinney Street, Suite 2975, Houston, Texas 77010.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to our
principal executive officer, principal financial officer, principal accounting officer, and all employees, officers and directors. We have posted a copy of its code of ethics on our website (www.ngpcrc.com).

9

Independent Directors

The Board undertook its annual review of director independence in January 2008. During this review, the Board considered transactions and relationships between each director or any member of his immediate family and
us. The Board also examined transactions and relationships between directors or their affiliates and members of our senior management or their affiliates. The purpose of this review was to determine whether any such relationships or transactions
were inconsistent with a determination that the director is independent. As a result of this review, the Board affirmatively determined that all of the directors are independent of us and our management with the exception of David R. Albin and
Kenneth A. Hersh. Messrs. Albin and Hersh are considered inside directors because of their employment as senior executives and owners of NGP Energy Capital Management, LLC, which is the sole limited partner of NGP Investment Advisor, LP, the
manager.

Information about Our Executive Officers

Name, Address and Age

Position(s) Heldwith Company

Term of Office

and Length of

Time
Served

Principal Occupation(s)

During Past 5 Years

John H. Homier

1221 McKinney St., Ste 2975

Houston, Texas 77010

Age: 56

President and Chief Executive Officer

One year; President and CEO since 2004

President and Chief Executive Officer since July 2004. From January 2003 to July 2004, he was a partner in M1 Energy Capital Securities. From December 1999 to December 2002, he was a managing
director of Deutsche Bank.

Stephen K. Gardner

1221 McKinney St., Ste 2975

Houston, Texas 77010

Age: 48

Chief Financial Officer, Secretary and Treasurer

One year; CFO and Treasurer since 2005; Secretary since 2006

Chief Financial Officer and Treasurer since December 2005; Corporate Secretary since September 2006. Director of Finance from October 2004 to December 2005. From September 2002 to May 2004, he
was Chief Financial Officer of Dunhill Resources, Inc., a privately-held oil and gas production company, which hired him to address its over-levered financial condition. In August of 2003, certain unsecured creditors filed an involuntary petition in
Federal Bankruptcy Court, which petition was soon converted to voluntary. Mr. Gardner managed this company through the bankruptcy process until a Trustee was appointed.

R. Kelly Plato

1221 McKinney St., Ste 2975

Houston, Texas 77010

Age: 38

Senior Vice President

One year; Officer since 2006

Senior Vice President since December 2006 after joining us in February 2005. Director of Rubicon Energy Partners, LLC, and BioEnergy International, LLC, two of our portfolio companies. From
March 2003 to February 2005, he was a partner of, Odyssey Energy Capital, LP, a private capital provider to the energy industry and successor to Mirant Americas Energy Capital, LP.

10

COMPENSATION DISCUSSION AND ANALYSIS

Our executive officers do not receive any direct compensation from us. We do not currently have any employees and do not expect to have any employees.
Services necessary for our business are provided by individuals who are employees of our manager, NGP Investment Advisor, LP (NGPIA), and our administrator, NGP Administration, LLC (NGPA), pursuant to the terms of our
investment advisory agreement and our administration agreement. Each of our executive officers is an employee of NGPA. Our day-to-day investment operations are managed by our investment adviser. Most of the services necessary for the origination and
administration of our investment portfolio are provided by investment professionals employed by NGPA. In addition, we reimburse NGPA for our allocable portion of expenses incurred by it in performing its obligations under the administration
agreement, including our allocable portion of the cost of our officers and their respective staffs.

Under our investment advisory and
management agreement, our investment adviser earned approximately $6.9 million in fees for the year ended December 31, 2007. In addition, during 2007, we reimbursed NGPA approximately $2.4 million in connection with our allocable portion of
certain expenses under the administration agreement.

Compensation of Directors

We are the only fund in the fund complex. The following table sets forth the estimated compensation paid to the directors in 2007:

Name of Person, Position

AggregateCompensationfrom Company

Total Compensationfrom Companyand CompanyComplex Paid toDirectors

Independent directors

Edward W. Blessing

$

70,000

$

70,000

C. Kent Conine (1)

$

70,000

$

70,000

James. R. Latimer, III

$

75,000

$

75,000

Interested directors (2)

David R. Albin

$



$



Kenneth A. Hersh

$



$



(1)

Mr. Conine is no longer a director on our Board.

(2)

Interested directors do not receive any direct compensation from us.

(3)

We do not have a bonus, profit sharing or retirement plan, and directors and officers do not receive any pension or retirement benefits.

During 2008, each director who is not an officer will receive an annual fee of $75,000 and reimbursement for all out-of-pocket expenses relating to
attendance at such meetings. In addition, the Chairman of the Audit Committee receives an annual fee of $10,000 in quarterly payments, and each chairman of any other committee will receive an annual fee of $5,000 in quarterly payments. The
independent directors do not receive any additional compensation from us or our portfolio companies for any additional services rendered. Each director who is not an officer is also provided an allowance of up to $5,000 to be used for professional
training purposes. The directors who were not officers were paid an aggregate of $215,000 as compensation for the year ended December 31, 2007, representing the annual fees for the year served in 2007.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of our Board is currently comprised of Messrs. Kile (chair), Blessing and Latimer. No member of the Compensation Committee is a former officer of NGP Capital Resources Company or

11

was an officer or employee of NGP Capital Resources Company during the last fiscal year. None of our executive officers served on the board of directors or
the compensation committee of any other entity for which any officers of such other entity served either on our Board of Directors or Compensation Committee.

Compensation Committee Report

The Compensation Committee of NGP Capital Resources Company held two meetings during fiscal
year 2007. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate by the Compensation
Committee, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee

Lon C. Kile, Chairman

Edward W. Blessing

James R. Latimer, III

Certain Relationships and Related Transactions

Investment Advisory and Administration Agreements

We have entered into an investment advisory agreement with our manager, NGP Investment Advisor, LP, an administration agreement with the administrator,
NGP Administration, LLC. Each of our executive officers, Messrs. Homier, Gardner and Plato are also officers of the manager and the administrator. In addition, two of our directors, Messrs. Hersh and Albin have direct and indirect ownership
interests in the manager and the administrator.

Indemnity Agreements

We have entered into indemnity agreements with certain officers and directors which provide, among other things, that we will indemnify such officer or director, under the circumstances and to the extent provided for
therein, for expenses, damages, judgments, fines, liabilities, losses, penalties, excise taxes and amounts paid in settlement he may be required to pay in actions or proceedings which he is or may be made a party by reason of his position as a
director or officer, and otherwise to the fullest extent permitted under Maryland law and our Certificate of Incorporation and Bylaws. In addition, the investment advisory agreement provides that, absent willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the manager, its partners and the managers and its partners respective officers, managers, partners, agents, employees,
controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in
settlement) arising out of or otherwise based upon any of the managers duties or obligations under the investment advisory agreement or otherwise as our investment adviser.

Section 16(a) Beneficial Ownership Reporting Compliance

Under the federal securities laws, our
directors, executive (and certain other) officers, and any persons holding more than ten percent of our common stock are required to report their ownership of our common stock and any changes in that ownership to us and the SEC. Specific due dates
for these reports have been established by regulation and we are required to report in this proxy statement any failure to file by these dates in 2007. Based upon a review of filings with the SEC and written representations of our directors,
officers and ten percent holders that no other reports were required, we believe that all of the directors and executive officers complied during 2007 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 and
as of March 14, 2008, are current in their filings.

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Information about the Audit Committee and the Principal Accountant

Report of the Audit Committee

The following
report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by us under the Securities Act of 1933, Securities Exchange Act of 1934, or the 1940 Act, except
to the extent that we specifically incorporate this Report by reference therein.

The Audit Committee is responsible for the selection
and engagement of our independent auditors; the review and pre-approval of both the audit and non-audit work of our independent public accountants; and the review of our compliance with regulations of the SEC and the Internal Revenue Service, and
other related matters. We adopted an Audit Committee Charter on August 12, 2004. The full text of the Committees charter is available on our website (www.ngpcrc.com).

The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including in respect of auditor independence. Members of the Committee rely without independent verification on the information provided to them and on representations made by management and the independent accountants.
Accordingly, the Audit Committees oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial principles or appropriate internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committees considerations and discussions referred to above do not assure that the audit of our financial statements has been carried out in
accordance with generally accepted auditing standards, that the financial statement are prepared in accordance with generally accepted accounting principles or that our auditors are in fact independent.

The Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its duties. The Committees meetings
include, whenever appropriate, executive sessions with our independent auditor without the presence of management.

As part of its
oversight of our financial statements, the Committee reviews and discusses with both management and our independent auditor all annual and quarterly financial statements prior to their issuance. During 2007, management advised the Committee that
each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles, and reviewed significant accounting and disclosure issues with the Committee. These reviews included discussions with
PricewaterhouseCoopers LLP of matters required to be disclosed pursuant to Statement of Auditing Standards No. 61 (Communication with Audit and Finance Committees, as amended) and 90 (Audit Committee Communications), including the
quality of our accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Committee also discussed with PricewaterhouseCoopers LLP matters relating to its independence,
including a review of audit and non-audit fees and the written disclosure required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committee, as amended).

Based on the review and discussions noted above, the Audit Committee recommended to the Board that the Board approve the inclusion of our audited
financial statements for the year ended December 31, 2007, in our Annual Report on Form 10-K for the year ended December 31, 2007, for filing with the Securities and Exchange Commission.

The Audit Committee

James R. Latimer, III, Chairman

Edward W. Blessing

Lon C. Kile

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Relationship with Independent Accountants

The Audit Committee selected the accounting firm of PricewaterhouseCoopers LLP (PWC) to audit our financial statements for, and otherwise act
as our independent accountants with respect to the fiscal year ending December 31, 2007. PWC is the largest accounting firm in the world and the largest auditor of investment companies. Given PWCs experience and presence in the accounting
profession and in our industry, the Audit Committee (composed entirely of independent directors) determined that it was not necessary to submit the selection of PWC as our auditor to our stockholders for ratification. If, in the future, the Board of
Directors or the Audit Committee has any significant question as to PWCs ability to serve as our auditor, the Audit Committee would either seek to engage another accounting firm or, if the committee nevertheless elects to retain PWC as our
auditor, the Board would seek ratification of the selection of PWC by our stockholders.

Effective April 19, 2005, the Audit Committee
dismissed KPMG LLP as its principal accountant and engaged PWC as its new independent auditors for the fiscal year ending December 31, 2005. After careful consideration, the Audit Committee determined that it was in our best interests and the
best interests of our stockholders to select PWC to serve as our independent auditors for the fiscal year ending December 31, 2005. The Audit Committee based its decision, in part, upon PWCs position as the largest accounting firm in the
world and its considerable experience with investment companies.

KPMG LLPs reports on our consolidated financial statements for the
fiscal year ended December 31, 2004 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audit of the companys financial statements for the year ended December 31, 2004, there were no disagreements with KPMG
LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of KPMG LLP, would have caused KPMG LLP to make reference to the matter in its
report. There were no reportable events as that term is described in Item 304(a)(1)(v) of Regulation S-K.

Since the
commencement of our operations on August 6, 2004 and through the date of our appointment of PWC, we did not consult with PWC regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K. Since the commencement of
our operations on August 6, 2004 through April 16, 2008, there have been no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

Representatives of PWC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.

Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees

The following table represents aggregate fees billed to us for the fiscal year ended December 31, 2007 by PWC, our principal accountant.

Fiscal Year EndedDecember 31, 2006

Fiscal Year EndedDecember 31, 2007

Audit Fees

291,050

318,700

Audit-related Fees

10,000

10,000

Tax Fees

34,850

73,800

All Other Fees

-0-

-0-

All of the audit-related and tax compliance consultation services were pre-approved by the Audit
Committee. The Audit Committee has considered whether the provisions of non-audit services by PWC to us, our manager, and NGP Administration, LLC compatible with maintaining PWCs independence in the conduct of its auditing functions. In
connection with PWCs audit of our financial statements for 2007, the Board pre-approved a fee of $309,000.

14

There were no non-audit services billed by PWC to the manager or the administrator. In addition, PWC did
not provide any non-audit services to any entity controlling, controlled by, or under common control with the manager.

The Audit
Committees procedure is to approve prior to commencement of the engagement or project all audit and permitted non-audit services (including the fees and terms thereof) to be performed by the independent auditor for us, for the manager on our
behalf, and for any entity controlling, controlled by, or under common control with the manager on our behalf, subject to the de minimis exception for non-audit services set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X that are approved by the
Audit Committee before completion of the audit. In pre-approving all audit services and permitted non-audit services provided by the independent auditor, the Audit Committee or a delegated member must consider whether the provision of the permitted
non-audit services is compatible with maintaining the independence of, and its status as, our independent auditor.

Our portfolio companies
may engage the independent auditor to perform audit and other services. We do not participate in the selection or appointment of the independent auditor by our portfolio companies.

Audit services include those typically associated with the annual audit such as evaluation of internal controls. Non-audit services include certain
services that are audit-related such as consultations regarding financial accounting standards and reporting standards and tax services. Certain services may not be provided by the independent auditor to us without jeopardizing the auditors
independence. These services are deemed prohibited services and include certain management functions; human resources services; broker-dealer, investment adviser, or investment banking services; legal services; and expert services unrelated to the
audit. Other services are conditionally prohibited and may be provided if the Audit Committee reasonably concludes that the results of the services will not be subject to audit procedures during an audit of our financial statements. These types of
services include bookkeeping, financial information systems design and implementation, valuation services, and internal audit outsourcing services.

Audit services performed by PWC during the most recent fiscal year included examination of the our financial statements and review of filings with the SEC. PWC will prepare our tax returns for the year ended December 31, 2007.

OTHER MATTERS

The
Board knows of no matters other than those listed in the Notice of Annual Meeting that are likely to come before the annual meeting. However, if any other matter properly comes before the meeting, the individuals named as proxies will vote in
accordance with their best judgment on such matters.

In the event that sufficient votes in favor of the proposals set forth in the Notice
of the Annual Meeting are not received by the time scheduled for the annual meeting, the individuals named as proxies may move for one or more adjournments of the meeting to permit further solicitation of proxies. Any adjournment will require the
affirmative vote of a majority of the shares present at the meeting.

ANNUAL REPORT

Our financial statements are contained in the 2007 Annual Report to Stockholders, which has been provided to our stockholders concurrently herewith. Such
report and the financial statements contained therein are not to be considered as a part of this soliciting material. A copy of our Annual Report to Stockholders is available without charge upon request. Please direct your request to NGP Capital
Resources Company, Attention: Investor Relations, 1221 McKinney Street, Suite 2975, Houston, Texas 77010, (713) 752-0062.

15

ADDITIONAL INFORMATION

Stockholder Proposals for the 2009 Annual Meeting. Stockholders interested in submitting a proposal for inclusion in the proxy materials
for the annual meeting of stockholders in 2008 may do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, our Secretary must receive stockholder proposals no later than December 17, 2008.Proposals
should be sent to us at 1221 McKinney Street, Suite 2975, Houston, Texas 77010, Attention: Stephen K. Gardner. Submission of a stockholder proposal does not guarantee inclusion in our proxy statement or form of proxy because certain SEC rules must
be met.

Advance Notice Procedure. Under the bylaws no business may be brought before an annual meeting unless it is specified in
the notice of the meeting or is otherwise properly brought before the meeting by or at the direction of the Board or by a stockholder entitled to vote who has delivered an appropriate notice to our Secretary. To be properly brought before the
meeting a stockholder must deliver a written notice to us at the address set forth in the following paragraph of the stockholders intention to present a proposal (containing certain information specified in the bylaws about the stockholder and
the proposed action) not less than 120 nor more than 150 days prior to the anniversary of the date of mailing of the notice of the preceding years meeting; provided, however, that in the event that the date of the annual meeting is advanced or
delayed by more than 30 days from the anniversary of the date of the preceding years annual meeting, notice to be delivered timely must be delivered not less than 120 nor more than 150 days prior to the date of the annual meeting or by the
tenth day following the date on which public announcement of the date of the meeting is made.

In addition, under the bylaws if you are a
stockholder and wish to make a director nomination at a stockholders meeting, you must deliver written notice of your intent to make such a nomination either by personal delivery or by U.S. mail, postage prepaid, to Stephen K. Gardner,
Secretary, NGP Capital Resources Company, 1221 McKinney Street, Suite 2975, Houston, Texas 77010, within the time limits described above for delivering of notice of stockholder proposal and comply with the information requirements in the bylaws
relating to stockholder nominations. See Meetings of the Board of Directors and CommitteesNominating and Corporate Governance Committee for additional information about stockholder nominations.

These requirements are separate from and in addition to the SECs requirements that a stockholder must meet in order to have a stockholder proposal
included in our proxy statement.

The proxy solicited by the Board of Directors for the 2009 Annual Meeting will confer discretionary
authority to vote on any stockholder proposal presented at that meeting, unless we are provided with notice of such proposal no later than December 17, 2008.

A copy of the full text of the bylaw provisions discussed above may be obtained by writing to the Corporate Secretary, 1221 McKinney Street, Suite 2975, Houston, Texas 77010.

16

NGP
CAPITAL RESOURCES COMPANY

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned
hereby appoints John H. Homier and Stephen K. Gardner as proxies, with power to act without the other and with power of substitution, and authorizes them to represent and vote, as designated on the other side, all the shares of common stock of NGP
Capital Resources Company held of record by the undersigned with all powers that the undersigned would possess if present at the Annual Meeting of Stockholders to be held at The Coronado Club, The Houston Room, 919 Milam, 5th Floor, Houston, Texas
77002 at 10:30 a.m. on May 14, 2008, or any postponement or adjournment thereof.

(Continued, and to be marked, dated
and signed, on the other side)

14475

ANNUAL MEETING OF STOCKHOLDERS OF

NGP CAPITAL RESOURCES COMPANY

May 14, 2008

Please date, sign and mail

your proxy card in the

envelope provided as soon

as possible.

Please detach along perforated line and mail in the envelope provided.

051408

The Board of Directors recommends a vote FOR the listed nominee in Proposal 1. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE The

1. To elect the following person as a Class I
director who will serve as a director of NGP Capital Resources Company who will serve for a term of three years or until his successor is duly elected and qualified.

NOMINEE:

for the nominee Edward W. Blessing

WITHHOLD AUTHORITY FOR THE NOMINEE

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE NOMINEE LISTED IN PROPOSAL 1, AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS THAT COMES
BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Your opinion is important to us. Please cast your vote today.

To change the address on your account, please
check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Stockholder

Date:

Signature of Stockholder

Date:

Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give I full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.